Covenants of Target and Acquiror Sample Clauses

Covenants of Target and Acquiror. 43 5.1 Covenants of Target Regarding the Conduct of Business 43 5.2 Covenants of Target Relating to the Arrangement 47 5.3 Target Options 48 5.4 Covenants of Acquiror Regarding the Performance of Obligations 48 5.5 Mutual Covenants 49 5.6 Employment Arrangements 51 5.7 Adjustment to Consideration regarding Distributions 52 5.8 Spinco Ownership 52 5.9 Right to Participate 54 5.10 Target Guarantee 54 ARTICLE 6 CONDITIONS 55 6.1 Mutual Conditions Precedent 55 6.2 Additional Conditions Precedent to the Obligations of Acquiror 56 6.3 Additional Conditions Precedent to the Obligations of Target 57 6.4 Satisfaction of Conditions 57 6.5 Notice and Cure Provisions 57 ARTICLE 7 ADDITIONAL COVENANTS 58 7.1 Non-Solicitation 58 7.2 Notification of Acquisition Proposals 60 7.3 Responding to Acquisition Proposal and Superior Proposals 61 7.4 Access to Information; Confidentiality 62 7.5 Insurance and Indemnification 62 ARTICLE 8 ADDITIONAL SPINCO COVENANTS 63 8.1 Spinco Indemnity 63 8.2 Indemnified Claims 63 8.3 Target Mining Properties 65 8.4 Non-Solicitation of Employees 66 8.5 Knowledge Transfer 67 8.6 Filing Responsibility 67 8.7 Section 338(g) Election 68 ARTICLE 9 TERM, TERMINATION, AMENDMENT AND WAIVER 68 9.1 Term 68 9.2 Termination 68 9.3 Expenses 70 9.4 Termination Fee 71
Sample 1
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Covenants of Target and Acquiror. 43 5.1 Covenants of Target Regarding the Conduct of Business....................................................................... 43 5.2 Covenants of Target Relating to the Arrangement................................................................................. 47 5.3 Target Options.................................................................................................................................... 48 5.4 Covenants of Acquiror Regarding the Performance of Obligations......................................................... 48 5.5 Mutual Covenants................................................................................................................................ 49 5.6 Employment Arrangements.................................................................................................................. 51 5.7 Adjustment to Consideration regarding Distributions............................................................................. 52 5.8 Spinco Ownership............................................................................................................................... 52 5.9 Right to Participate.............................................................................................................................. 54 5.10 Target Guarantee................................................................................................................................. 54 ARTICLE 6 CONDITIONS........................................................................................................................ 55 6.1 Mutual Conditions Precedent............................................................................................................... 55 6.2 Additional Conditions Precedent to the Obligations of Acquiror............................................................ 56
Sample 1
Covenants of Target and Acquiror 
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Related to Covenants of Target and Acquiror

  • Covenants of Acquiror 31 Section 7.1 Consummation of Agreement............................................................. 32 Section 7.2 Requirements to Effect Merger......................................................... 32 Section 7.3 Access................................................................................ 32 Section 7.4

  • Covenants of Parent Parent agrees that:

  • Covenants of the Company and Purchaser Regarding Indemnification (a) The Company agrees to indemnify, hold harmless, reimburse and defend the Purchasers, the Purchasers’ officers, directors, agents, Affiliates, counsel, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Purchaser or any such person which results, arises out of or is based upon (i) any material misrepresentation by Company or breach of any warranty by Company in this Agreement, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Covenants of the Company Regarding Indemnification (a) The Company agrees to indemnify, hold harmless, reimburse and defend the Subscribers, the Subscribers’ officers, directors, agents, counsel, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscribers or any such person which results, arises out of or is based upon (i) any material misrepresentation by Company or breach of any representation or warranty by Company in this Agreement or in any Exhibits or Schedules attached hereto in any Transaction Document, or other agreement delivered pursuant hereto or in connection herewith, now or after the date hereof; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Subscribers relating hereto.

  • Negative Covenants of the Seller Parties Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, that:

  • Representations and Covenants of the Company A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Covenants of the Purchaser The Purchaser covenants and agrees with the Company as follows:

  • Covenants of the Buyer The Buyer covenants and agrees with the Seller as follows:

  • Covenants of the Transaction Entities Each of the Transaction Entities, jointly and severally, covenants with each Underwriter as follows:

  • Representations and Warranties of the Company Covenants of the Company (A) Representations of the Company. With respect to the Placement Agent Securities, each of the representations and warranties (together with any related disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement, is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that there are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5.0%) or greater stockholder of the Company, except as set forth in the Purchase Agreement and SEC Reports.

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